ZipTie Group Contributor/Committer Agreement

PLEASE READ CAREFULLY: THE TERMS OF THIS CONTRIBUTION AGREEMENT (THE "AGREEMENT") GOVERNS YOUR PARTICIPATION IN THE ZIPTIE GROUP’S (“ZIPTIE”) ZIPTIE PROJECT (THE “PROJECT”). BY INDICATING ACCEPTANCE OF THESE TERMS BY CLICKING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, AND/OR MAKING Contributions (AS DEFINED BELOW) TO THE PROJECT, YOU (“CONTRIBUTOR”) ARE CONSENTING TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS REFERENCED THEREIN. IF YOU DO NOT AGREE TO ALL THESE TERMS OR CANNOT MAKE THE REPRESENTATIONS, SELECT THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT AND DO NOT PARTICIPATE IN THE PROJECT.

1 Contributions.
1.1 Definition. The term “Contributions” means all of Contributor’s past, present and future contributions of object code, source code, and documentation to ZipTie, however submitted to ZipTie, excluding any submissions that are conspicuously marked or otherwise designated in writing by Contributor as “Not a Contribution.”

1.2 Assignment. Contributor assigns, transfers, and conveys to ZipTie all right, title and interest, if any, in and to Contributor’s Contributions. Such assignment includes all copyrights, copyright applications, and copyright registrations, and all other intellectual property or proprietary rights other than patents relating to the Contribution. Without limiting the generality of the foregoing, ZipTie shall have the right to use or not use the Contribution and to use, sell, register, distribute, license, reproduce, re-use, alter, modify, edit, change, or otherwise commercialize the Contribution as it sees fit, in any manner now known or in the future discovered, and for any purpose. Contributor will execute and perform any acts ZipTie requests to implement the letter and spirit of this Agreement, except that Contributor is not required to do anything that would impose an unreasonable time or cost burden on Contributor. To the extent that this assignment is ineffective, Contributor grants to ZipTie a license that is as broad as possible and provides ZipTie with rights as similar as possible to the rights of the copyright owner.

1.3 License. ZipTie grants to Contributor an unrestricted, perpetual, worldwide, non-exclusive, no-charge, royaltyfree, irrevocable, transferable copyright license to use, make, have made, reproduce, prepare derivative works of, publicly display, publicly perform, transmit, sell, offer to sell, distribute, sublicense, import, and otherwise transfer (internally and externally, in object code and source code form) Contributor’s Contributions, and/or derivative works thereof. ZipTie’s intention is to grant a license that is as broad as possible and to provide Contributor with rights as similar as possible to the rights of the copyright owner. This license is limited to Contributor’s Contributions only.

2 Additional Provisions for Committers.
2.1 Selection. ZipTie may, in its sole discretion, promote Contributor to participate in the Project as a “committer” to assist in reviewing, organizing, administering and managing the Project (“Committer”). Contributor’s status as a Committer can be revoked at any time in ZipTie’s discretion.
2.2 Access Rights. Committers working on content in the Project repository may be granted commit rights to specific project directories and/or files in the repository. Committers working on content on the Project web site may be granted WebDAV or similar access to specific web site directories and/or files. Committers may also be granted other rights necessary to administrate and manage projects such as mailing list administration, Bugzilla administration, etc. ZipTie will have complete control and discretion over which capabilities are assigned to a Committer account, and may terminate or temporarily disable Committer access for any reason at any time.
2.3 Treatment of Account. Each Committer shall maintain the strict confidentiality of his or her passwords issued by ZipTie and shall not allow any other individual or entity to use his or her username or password. Should a Committer become aware of any such use, Committer shall notify ZipTie immediately by sending an e-mail to [ADDRESS], or such other e-mail address as may be designated by ZipTie from time to time. Until a Committer has provided such notice to ZipTie, such Committer shall be presumed to have taken and shall be fully responsible for all actions made through its username and password.

3 Warranty.
3.1 Warranty by Contributor. Contributor hereby represents and warrants to ZipTie that: (1) all registration information submitted by Contributor is truthful and accurate and Contributor will maintain the accuracy of such information; (2) Contributor is 18 years of age or older; (3) Contributor owns all of the intellectual property rights in its Contributions, and has the right to grant the licenses to the Contributions as provided for in the MPL; (4) Contributor has no outstanding agreement or obligation, including with its employer, that is in conflict with any of the provisions of this Agreement or the MPL or that would preclude Contributor from complying with the provisions thereof; (5) no third party has asserted any claims of ownership or infringement or misappropriation of intellectual property rights with respect to the Contribution, and Contributor knows of no basis for any third party to make such a claim; and (6) the Contribution is free from viruses, harmful or disabling codes, and codes that would permit unauthorized or unknown access to the systems of users of the Contribution.
3.2 Disclaimer by ZipTie. ZipTie disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material provided as part of the Project. THE PROJECT, AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE PROJECT ARE PROVIDED BY ZIPTIE "AS IS," WITH NO WARRANTIES WHATSOEVER. ZIPTIE AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CONTRIBUTOR.
4. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL ZIPTIE OR ITS LICENSORS BE LIABLE TO CONTRIBUTOR OR ANY THIRD PARTY FOR ANY REASON RELATING TO THIS AGREEMENT OR THE PROJECT. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF ZIPTIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

ZIPTIE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS CONTRACT, WHETHER FOR BREACH OF CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE PARTIES AGREE THAT THE FOREGOING REPRESENTS A REASONABLE ALLOCATION OF RISK BASED ON THE NATURE OF THIS AGREEMENT.

5. Term and Termination.

ZipTie and Contributor each have the right to terminate this Agreement at any time, for any reason, in its discretion effective upon 24 hour written notice to the other party, with such notice being deemed effective when sent by email (as applicable): (i) to the Contributor email address provided at the time of registration or (ii) to ZipTie at [INSERT]. Upon expiration or termination in any event, Contributor acknowledges and agrees that all licenses with respect to the Contributions provided prior to the effective date of such termination, shall survive such termination.

6. General Provisions.

6.1 This Agreement is governed by the laws of the State of Texas, USA, excluding its conflicts of laws principles. You agree to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, USA. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

6.2 Contributor may not assign this agreement, whether by operation of law, merger or reorganization, without the prior written consent of ZipTie; any attempted assignment in violation of the foregoing will be void. ZipTie may assign this Agreement and rights and obligations hereunder.

6.3 This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to Contributor’s participation in the Project and supersedes any prior or contemporaneous representations or agreements, whether written or oral. Any waiver of any provision of the Agreement will be effective only if in writing and signed by ZipTie.

Contributor acknowledges and agrees that Contributor is executing this Agreement voluntarily and without any duress or undue influence by ZipTie or anyone else. Contributor further acknowledges and agrees that Contributor has carefully read this Agreement and has asked any questions needed to understand the terms, consequences and binding effect of this Agreement and fully understand it. Finally, Contributor agrees that Contributor has had an opportunity to seek the advice of an attorney of its choice before signing this Agreement.

BY CLICKING THE “ACCEPT” BUTTON BELOW, YOU, THE CONTRIBUTOR, ARE INDICATING THAT YOU HAVE READ AND CONSENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU HAVE NOT READ THIS AGREEMENT, OR YOU DO NOT AGREE TO BE LEGALLY BOUND BY ITS TERMS, CLICK “DECLINE” AND DO NOT PARTICIPATE IN THE PROJECT OR CONTRIBUTE ANY MODIFICATIONS.